China Hainan Rubber Industry Group Co.Ltd(601118)
Special instructions and independent opinions of independent directors on the company’s external guarantees and the occupation of funds by related parties in 2021
As an independent director of China Hainan Rubber Industry Group Co.Ltd(601118) (hereinafter referred to as “the company”), in accordance with the relevant provisions and requirements of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, we have carefully verified the occupation of external guarantees and funds of related parties of the company in 2021, and now issue special instructions and independent opinions on the relevant situation:
1、 Capital transactions between the company and its controlling shareholders and related parties
As of December 31, 2021, the company has no funds occupied by controlling shareholders and related parties. In addition, the company did not bear the expenses on behalf of the controlling shareholders and related parties in 2021, and the controlling shareholders and related parties did not bear the expenses on behalf of the company in 2021. The pricing policy of the company’s related party transactions is reasonable, the related party transactions follow the principle of “fairness, fairness and openness”, the transaction procedures are legal, and the related party transactions and related party capital transactions caused by related party transactions do not harm the interests of the company and all shareholders.
2、 External guarantees of the company and its holding subsidiaries
As of December 31, 2021, the company’s accumulated actual guarantee for its subsidiaries was 3477447 million yuan, accounting for 3.63% of the company’s latest audited net assets; The total external guarantee of the company and its holding subsidiaries (including the guarantee of the company to its holding subsidiaries) was 6839688 million yuan, accounting for 7.14% of the company’s latest audited net assets. The overdue guarantee amount is 0 million yuan, and the company has filed a lawsuit.
3、 Independent opinion
We believe that the company strictly abides by the relevant laws and regulations and the provisions of the articles of association, standardizes the external guarantee behavior and controls the external guarantee risk. In 2021, the company’s external guarantees are loan guarantees and performance guarantees provided to wholly-owned and holding subsidiaries, which meet the business status and business needs of subsidiaries and help to ensure the normal development of their businesses. The decision-making procedure of external guarantee is legal and compliant, and no damage to the interests of shareholders of the company is found. As of December 31, 2021, the company’s external guarantee has not violated the relevant provisions of the CSRC. At the same time, we also believe that the capital transactions between the company and its controlling shareholders and related parties can strictly abide by the relevant provisions of the CSRC, and there is no violation of the relevant provisions of the CSRC.
Independent directors: Chen Lijing, Wang Zeying, Lin Weifu and Zhang Sheng April 7, 2022
